(m) POWER OF ATTORNEY: the Lessee Power of Attorney remains in
 full force and effect;

 (n) UCC MATTERS: the "location" of Lessee, for purposes of Section
 9-307 of the Uniform Commercial Code of the State of New York,
 is in the State of Florida;

 (o) SOLVENCY: Lessee is Solvent; and

 (p) ERISA: (A) the execution, delivery and performance of the
 Transaction Documents will not involve any transaction in
 connection with which a civil penalty could be assessed
 pursuant to Section 502 of ERISA, any tax could be imposed
 under Section 4975 of the Internal Revenue Code; or a
 violation of any Similar Laws could result and (B) neither
 Lessee nor any Subsidiary or Commonly Controlled Entity (i)
 maintains, contributes to or has any liability in respect of,
 (ii) is obligated to maintain or contribute to, or has, at any
 time within the five years preceding the date of this
 representation, maintained, contributed to or had any
 liability in respect of or (iii) has been obligated to
 maintain or contribute to, any employee benefit plan that is
 subject to Title IV of ERISA.

 2.2 LESSEE'S FURTHER REPRESENTATIONS AND WARRANTIES:

 Lessee further represents and warrants to Lessor that:

 (a) NO DEFAULT: no Default has occurred and is continuing or would
 result from the entry into or performance of this Agreement
 and the other Transaction Documents;

 (b) REGISTRATION: